Terms and Conditions of Business

1 Interpretation

1.1 In these Standard Terms and Conditions:
"OMICRON" means OMICRON Limited; "Services" means the services
to be provided by OMICRON to the Customer; "Customer's
Goods"
includes goods, samples, equipment, and materials or information
of the Customer upon which or in connection with which the Services are carried out; "Report" means the Report to be
supplied to the Customer.

1.2 Unless other terms and conditions are
expressly accepted by OMICRON by a specific written
amendment hereto, the Agreement between the parties
will be on the terms and conditions set out below whether or not the
same are endorsed upon, delivered with or referred to in any purchase
order or other document delivered or sent by the Customer to OMICRON.

2 Quotations

Any quotation or estimate is given by OMICRON on the basis that no agreement will come into existence until
the Customer has endorsed and returned it without amendment.
Any quotation or estimate is valid for a period of one calendar
month only from the date of issue, provided it was not previously
withdrawn.

3 Delivery

OMICRON will endeavour to carry out the Services within the time agreed, and if no time is agreed, within a
reasonable time. In no circumstances will OMICRON be liable
for loss or damage of any kind by any delay in the performance
of the Services. OMICRON may make delivery of the Services by installments.

4 Liability and Indemnity

4.1 Except to the extent that OMICRON can
be shown to have been negligent in carrying out the Services
or in providing information or advice to the Customer. OMICRON accepts no responsibility for the use made of any information
or advice arising therefrom by the Customer or any third party.
The aggregate liability of OMICRON, under this contract, shall
be limited to the price of the Services, or 500,000, whichever
is the lower. In no event shall OMICRON be liable for loss
of profits, loss of business or any indirect or consequential
loss. Nothing in this Agreement shall exclude or limit OMICRON's liability for death or personal injury caused by the negligence
of OMICRON, its employees or agents or for fraudulent misrepresentation.

4.2 OMICRON hereby excludes all conditions,
warranties and stipulations statutory, express or implied,
which but for such exclusion would or might subsist in favour
of the Customer except as expressly provided for in this Agreement or where the Customer is by law deemed to be a consumer.

4.3 Save insofar as OMICRON can be shown to
have been negligent under clause 4.1, the Customer shall fully
indemnify OMICRON against all financial liability (including
professional costs) suffered or incurred by OMICRON as a result
of, or in connection with any third party claim brought against OMICRON resulting from death, injury, damage or loss occasioned
by the use, operation, methods or other results of the Services

5 Reports

5.1 The Customer will provide OMICRON with
full and accurate details of the purpose and intended use
of the Report to be prepared hereunder. A Report will be provided
to the Customer on completion of the Services,

5.2 Except for the purposes and intended use
in clause 5.1 the Customer shall not without the prior written
consent of OMICRON use, exploit, divulge or disclose to third
parties the Report of OMICRON results or conclusions therein
or any OMICRON proprietary material including, but not limited
to, business or other systems, methodologies, testing techniques
and applications, programmes, marketing or technical information,
intellectual property rights, which may be communicated to
or gained by the Customer in connection with or as a result
of OMICRON providing the Services.

5.3 The Customer shall not use OMICRON's name
in any way to imply endorsement or otherwise by OMICRON of
any process or product.

5.4 The Customer shall fully indemnify OMICRON against all financial liability (including professional costs)
suffered or incurred by OMICRON arising out of or in connection
with any claim alleging infringement or misuse of a third
parties confidential information, copyright material, patent.
registered design or design right in the event that OMICRON were required by the customer to use the information, material,
process, invention or design concerned, or the information,
material, process, invention or design concerned was received
by OMICRON from the Customer.

5.6 Any statements (whether written or oral)
as to the results of the Services carried out and all/any
opinions in any report or letter are made in good faith and
on the basis of the samples, materials, equipment and information
provided to OMICRON by the Customer.
The Customer warrants,
in respect of each of the samples, materials, information,
and equipment provided to OMICRON by the Customer, that
it is correct and in good order and has not to the best of the Customer's knowledge been tampered with, altered, added to
or substituted in any way whatsoever.

6 Actual or Contemplated Proceedings

The Customer must disclose to OMICRON in writing if the Services are required in connection with actual or contemplated civil
or criminal proceedings. A Report must not be used for the
purpose of any actual or contemplated legal or arbitration
proceedings without OMICRON's prior written consent.

7 Health and Safety

The Customer will ensure that all appropriate
safety measures and legislation are observed when sending
any material to OMICRON and will ensure that any hazardous
material is clearly marked. Where the Customer knows or suspects
that any substance or procedure it is providing, making available
or requesting may give rise to a hazard of an unusual nature
the Customer will make OMICRON aware in writing of the nature
of that hazard before arranging for the delivery (or collection)
of the materials to OMICRON or before exposing any OMICRON employee, agent or subcontractor to the materials.

8 Customer's Goods

It is the Customer's responsibility to ensure
that the Customer's Goods are tested or inspected and are
suitable for use by OMICRON in the performance of the Services.
The Customer shall arrange at his expense and risk the delivery
of the Customer's Goods to OMICRON.

9 Price

OMICRON reserves the right to amend the price
to take account of any variations in the Service as a result
of additional information or a request in writing by the Customer. OMICRON will obtain the Customer's prior
approval before performance of any additional work or variations in
the Service. Unless
expressly stated otherwise all prices are exclusive of VAT
which shall be charged at the rate and in the manner prescribed
by law from time to time.

10 Payment

10.1 The price will become payable upon the
performance of the Services and/or delivery of the goods and
payment will be made by the Customer in pounds sterling within
28 days of the date of the OMICRON invoice. OMICRON will be
entitled to payment for all installments of services part
supplied to the customer whether under a blanket order or
otherwise.

10.2 Interest at an annual rate of 5% above
Midland Bank plc Base Rate from time to time will accrue and
be calculated on a daily basis on overdue accounts from the
date of invoice until payment. Notwithstanding any Agreement
Term allowing the Customer credit payment shall become
due and payable to OMICRON immediately upon the termination
of the Agreement.

10.3 Where the Customer defaults under any Agreement with OMICRON in payment on the due date of any sum
due to OMICRON, OMICRON without liability may postpone any
delivery or may cancel the Agreement or any other Agreement between the Seller and the Customer but without prejudice
to any right or remedy which the Seller may have against the Customer in respect of such default.

11 Intellectual Property

Unless otherwise agreed in writing, the ownership
of Reports and any copyright, patents, registered designs,
design information, conceptual solutions or analysis or any
other right arising from OMICRON providing the Services other than third party rights ("the rights") shall remain vested
in OMICRON and the Customer shall be granted a non-exclusive
non-transferable licence to use the right solely in accordance
with these terms and conditions.

12 Confidentiality

Both parties will take reasonable measures
to keep confidential for a period of five calendar years from
the acceptance date of the supply any information provided
(oral or written) or disclosed by or on behalf of the other.
There is no obligation on either party to observe confidentiality
on any information which at the time of disclosure is (or
subsequently becomes) published or generally available to
the public (other than as a breach of the receiving party's
obligation under this clause), or any information which at
the time of disclosure was already in the possession of the
receiving party (other than under an obligation to the disclosing
party), or subsequently legally comes into their possession
from another source.

13 Cancellation

Cancellation of any order, by the customer,
is not permitted after an order acknowledgment has been issued
without prior agreement by OMICRON. If the Customer cancels,
extends or delays (or purports to cancel) the Agreement or
part thereof, or fails to accept supply of the Services at
the time agreed or if no time is agreed within a reasonable
time, then the Customer will be liable (without prejudice
to any other rights of OMICRON) to indemnify against any resulting
loss, damage or expense incurred by OMICRON in connection
with the supply or non-supply of the Services including the
cost of any services, material, plant or tools used or intended
to be used therefore and the cost of labour and other overheads
including a percentage in respect of profit.

14 Termination

14.1 OMICRON may terminate this Agreement forthwith by notice in writing if the Customer is in breach
of this Agreement and shall have failed to remedy the breach
within 30 days of the receipt of a request in writing to remedy
the breach such request indicating that failure to remedy
the breach may result in termination of this Agreement.

14.2 The Agreement will terminate immediately
on notice in writing if in respect of one party an order is
made or a resolution is passed for its winding up, an order
is made for the appointment of an administrator to manage
the affairs, business and property of one party or if a receiver
is appointed of any of the other party's assets or undertaking
or if circumstances arise which entitle the court or a creditor
to appoint a receiver or manager or which entitle the court
to make a winding-up order or if the other party takes or
suffers any similar or analogous action in consequence of
debt.

14.3 The termination of this Agreement will
be without prejudice to the rights and duties of either party
accrued prior to termination. The clauses in this Agreement which expressly or impliedly have effect after termination
will continue to be enforceable notwithstanding termination.
The Price in respect of any Services (or part thereof) supplied
prior to termination shall remain payable regardless of the
reason for termination.

15 Force Majeure

If OMICRON is unable (whether temporarily
or permanently) to procure any services or goods necessary
to enable it to supply the Services or if the supply of the Services is prevented or hindered by reason of any cause beyond OMICRON's reasonable control (which shall include governmental
action, war. riot. civil commotion, fire, flood, epidemic,
labour disputes. restraints or delays affecting shipping or
carriers, currency restrictions and act of God) OMICRON may
cancel the Agreement by notice in writing to the Customer so far as it relates to the Services not then supplied or
work not then done and such cancellation shall not give rise
to any claims by the Customer provided that the Customer shall
remain liable to pay for the Services delivered prior to the
date of such cancellation.

16 Data Protection

16.1 Where OMICRON acts as a data controller
in the processing of personal data in performing the Services.
it will comply with the provisions of the Data Protection
Act 1998 ("DPA"), Where OMICRON acts as a data processor. OMICRON will take such security measures as are required to
process personal data equivalent to those imposed on the Customer by the Seventh
Principle of the DPA.

16.2 OMICRON may use the information provided
by the Customer to contact appropriate persons within the Customer's organisation about goods and services offered by OMICRON. If at any time the Customer no longer wishes to receive
this information it shall contact OMICRON's Marketing
Department and the relevant contact details will be suppressed for the
purpose of receiving this information.

16.3 To obtain a copy of the personal information
held by OMICRON. the person whose details OMICRON holds may
write to the Data Protection Officer of OMICRON
("DPO") and,
upon payment of a fee, OMICRON will be provided with a copy
of the personal information held. If it is believed the information
is incorrect or incomplete, the relevant person should advise
the DPO in writing.

17 General

17.1 OMICRON will be entitled to sub-contract
any part of the Services to be provided hereunder.

17.2 On completion of the Services or termination
of this Agreement OMICRON will. with the agreement of the Customer, either store or destroy all samples, material, information,
equipment. Such storage shall be subject to terms and conditions
to be agreed including any charges therefor.

17.3 OMICRON reserves the right to announce
publicly that it is providing services to the Customer with
the prior written agreement of the Customer

17.4 Failure by OMICRON to enforce any of
the Agreement terms will not be construed as a waiver of any
of its rights hereunder.

17.5 The Customer will have no right of set
off, statutory or otherwise.

17.6 The Agreement will be subject to English
Law and the parties submit themselves to the exclusive jurisdiction
of the English courts.